China Interactive Education, Inc. - Exhibit 10.19 - Prepared By TNT
Filings Inc.




  




Exhibit 10.19


(English Translation)


Zhongshan Municipality


Labor Contract


(Applicable to Full-Time
Employment)


Zhongshan Municipal Labor and
Social Security Bureau Draws Up


Party A (The Employer) 


Name: MenQ Technology Group
Limited 

Address: Block C, Zhennan Road, South District, Zhongshan City, Guangdong
Province, P.R.C. 

Legal representative:

(Main Person in Charge) Liu Hai Qi 

ID: P595915(6)

Contact: Liu Hai Qi

Address: Block C, Zhennan Road, South District, Zhongshan City, Guangdong
Province, P.R.C.

Tel: 0760-86185880


Party B (The Employee)


Name: Chen Ruofei
Gender: Male 

ID: 

Address: Block C, Zhennan Road, South District, Zhongshan City, Guangdong
Province, P.R.C.

Tel: 0760-28198888


According to the Labor Law of
the People’s Republic of China (The Labor Law hereafter), the Law of the
People’s Republic of China on Employment Contracts (The Employment Contract Law
hereafter), relative laws and regulations, Party A and Party B sign this
contract abiding by principles of lawful, fair, equal and voluntary, negotiation,
honest and faithful, and will obey all the regulations set forth by this
contract.


1.          Contract
Term


             1.1     Both
Parties agree to follow the 1.11 way of deciding the contract term below:


                       1.11
Fixed Term: From 2009/10/01 to 2011/09/30.


                       1.12
Open-ended (labor) Term: From (year) (month) (day)


                       1.13
Confirm the term based on task: From (year) (month) (day) to the date the task
of__________ been finished. The mark of finishing the task is __________.




          1.2
Probation period None (The probation period is included in the contract term,
if there is no probation period, please write “none”)


2.       Job
Responsibility and Location


          Party
B’s job responsibility (position or type of work): Director
& CEO 
          Party
B’s working location: Company’s designated place 


3.       Working
Time and Holidays


          3.1
Both Parties agree to follow the First way below to decide Party B’s working
time.


                    3.11
Standard working hours; 8 hours per day and guarantee Party B to have 2 days
rest per week. 


                    3.12
Comprehensive working hour, which means the position of Party B could apply
comprehensive working hour which has been examined and approved by the
administrative authority of Labor and Social Security.


                    3.13
Flexible working hour, which means the position of Party B could apply flexible
working hour which has been examined and approved by administrative authority
of Labor and Social Security.


          3.2     If
Party A needs to prolong the working hour due to manufacturing or management
need, Party A should execute according to the Clause 41 of The Labor Law.


          3.3     Party
B should have the right to enjoy legal festivals and holidays such as marriage
leave, maternity leave, funeral leave etc.


4.       Salary


          4.1
Upon bilateral agreement, both parties determines to execute 4.11 way of salary
payment method


                    4.11
Working time basis; Party B’s salary shall be nil
yuan during probation period; after the probation period, the salary during
normal working hours shall be 30,000 yuan. The salary should not be lower
than the lowest salary of the year publicly announced by the city government.


                    4.12
Work load basis; Party B’s monthly salary is according to reasonable
determination of working load and unit price and would be announced to the
public. During the normal working hours, When Party B completes the assigned
work, the salary for normal working hours should not be lower than the lowest
salary of the year publicly announced by the city government.


          4.2     Party
A distributes salary on 20th of every month. Party A’s salary
payment circle shall be the 1st of each moth to the 31st
of each month (the salary payment circle shall not exceed 1 month). In the even
that the salary distribution day is holiday or days for rest, the salary shall
be paid on the most closing working day. 


          4.3     Party
B’s overwork salary, holiday salary and salary under special circumstances
should be paid according to related laws and regulations.




          4.4     The
paid leave granted by Party A to Party B shall be in accordance to the calculation
methods for the salary for normal working time and the related policies and
regulations. 


5.       Social
Insurance and Welfare


          5.1     Both
Parties should join the social insurance plan and pay the insurance fee
according to the governmental regulations. Party A shall deduct the social
insurance fee, which shall be born by Part B from Party B’s salary and submit
the payment on behalf of Party B. 


          5.2     Other welfare - Shall be executed in accordance to related regulation of the
company


6.       Labor
protection, working conditions, protection against occupational hazards


          6.1     Based
on labor protection regulation of the city, the province and the country, Party
A provide working place that is in line with the safety and health standard of
the country and necessary labor protection products to ensure the safety and
health of Party B during the work. In the event that Part B is possibly to incur
occupational hazards, Party A shall inform Party B and protect Party B’s health
and other benefits in according to “Occupational Hazards Protection Law”;


          6.2     Based
on the job position or Party B, Party A shall provide Party B with necessary
labor protection tools; 


          6.3     Based
on regulation of the city, the province and the country, Party A is prepared to
give special protection for women.


          6.4     In
the event that Party B incurs sickness from occupational hazards, injuries or
death from work, Party A shall deal with such events in accordance to “insurance
regulation of professional injuries”, “Guangdong Province regulation of labor
contracts” extra.


7.       Amendment
to the Labor Contracts


          7.1     In the event that either party is willing to amend the related content of
contracts, it shall inform the other Party in written form.


          7.2     Upon
bilateral agreements of Party A and Party B, the contracts should be amended in
writing. 


Regulations


          7.3     For
regulations made by Party A according to the law, Party B should be informed.


          7.4     Party
B should comply with the regulations of the city, the province and the country
and regulations made by Party A, finish work on time, improve its vocational
skills, and abide by the safety operation rule and ethics.


          7.5     Party
B should comply with regulations related to family planning of the city, the
province and the country.




8.       Contract
Rescission and Termination


          8.1     The
contract could be rescinded on mutual agreement of both Parties.


                    8.11
Upon bilateral agreements, the contract can be terminated. In the event that
the termination is requested by Party A, Party A shall provide economic
compensation to Party B in accordance to related regulations. 


                    8.12
Under the following circumstances, Party A could terminate the contract,


	
  

 	
  

 
	
  

 	
 (1) The
 contract could be rescinded on the condition that Party B informs Party to be
 proved not conform to the employment qualifications in probation;

 
	
  

 	
  

 
	
  

 	
 (2) Serious
 violation of the rules and regulations of Party A;

 
	
  

 	
  

 
	
  

 	
 (3) Serious
 dereliction of duty and corruption which leads to great damage to Party A;

 
	
  

 	
  

 
	
  

 	
 (4) Party B
 establishes working relations with other employers simultaneously and
 seriously influences the task of Party A or refuses to correct after Party
 A’s notice;

 
	
  

 	
  

 
	
  

 	
 (5) Party B
 forces Party A to sign or alter this contract disobeying Party A’s true
 intention by means of swindling, coercing or utilizing the precarious
 situation Party A is in;

 
	
  

 	
  

 
	
  

 	
 (6) Party B
 has criminal responsibility to be investigated and dealt with in accordance
 with the law;

 
	
  

 	
  

 
	
  

 	
 (7) Party B incurs
 sickness or occupational hazards and is not able to perform the work under
 such labor contract or any other type of work arranged by Party A after
 medical treatment;

 
	
  

 	
  

 
	
  

 	
 (8) Party B
 is not eligible for the work and is still not eligible for the work after
 training or job changes; 

 
	
  

 	
  

 
	
  

 	
 (9) Material
 change to the objective circumstances when the contract is entered caused
 such contract is not able to be acted and both parties can not reach bilateral
 agreement to the amendment of such contract. 

 



          Party
A shall terminate the contracts based on clauses (7), (8), (9) and shall
provide written notice to Party B or pay Party B one month salary in addition
and provide economic compensation to Party B according to regulations. In the
case that the termination is based on clause (7), Party A shall pay Party B
medical supplemental fee in accordance to related regulations.


                    8.13
In the case that Party B is willing to terminate such contract, it shall give
Party A written notice 30 days in advance; During the probation period, it
shall give notice to Party A 3 days in advance.


                    Under
any of the following circumstances, Party B could terminate the contract and
seeks economic compensation from Party A in accordance to regulations:


	
  

 	
  

 
	
  

 	
 (1) Party A
 does not provide working protection or working conditions as agreed in the
 employment contract;

 












	
  

 	
  

 
	
  

 	
 (2) Party A
 does not pay the full amount of salary in time; 

 
	
  

 	
  

 
	
  

 	
 (3) Party A
 does not pay social insurance fee for Party B according to law;

 
	
  

 	
  

 
	
  

 	
 (4) Party
 A’s rules and regulations do not obey laws and regulations and harm Party B’s
 rights and interests; 

 
	
  

 	
  

 
	
  

 	
 (5) Party A
 forces Party B to sign or revise this contract disobeying Party B’s true
 intention by means of swindling, coercing or utilizing the precarious
 situation Party B is in;

 
	
  

 	
  

 
	
  

 	
 (6) Party A
 avoids lawfully designated responsibilities, eliminates Party B’s rights and
 interests and leads to the invalidity of the contract.

 
	
  

 	
  

 
	
  

 	
 (7) Party A
 disobeys mandatory provisions of the laws and administrative regulations and
 leads to the invalidity of the contract.

 
	
  

 	
  

 
	
  

 	
 (8) Party A
 forces Party B to work by means of violence, threaten or illegal restriction
 of personal freedom, or Party A breaks rules and regulations and conducts or
 imposes illegal operations on Party B and does harm to Party B’s personal
 safety;

 
	
  

 	
  

 
	
  

 	
 (9) Other
 circumstances in which Party B could rescind the contract regulated in the
 laws and administrative regulations.

 



                    In
the case of circumstance in clause (8), Party B shall terminate labor contract
immediately without notifying Party A.


                    8.14
Under any of the circumstances below, party A shall not terminate the contract
according to clause 40 & 41 of “Labor contract law”.


	
  

 	
  

 
	
  

 	
 (1) Party B
 performs tasks likely to cause occupational hazards and does not conduct
 health examination prior to leave, is considered to be likely occupation
 hazard’s patients or is during the medical investigation period;

 
	
  

 	
  

 
	
  

 	
 (2) Party B
 suffers from occupational hazards during working for Part A or is injured
 from work and confirmed to lose partial or entire working capabilities;

 
	
  

 	
  

 
	
  

 	
 (3) Party B
 is during the sickness or injured not from work and is during the medical
 treatment period;

 
	
  

 	
  

 
	
  

 	
 (4) During
 the period of pregnancy, the period of giving a birth and lactation of Female
 employees;

 
	
  

 	
  

 
	
  

 	
 (5) Party B
 has been continuously working for Party A for 15 years and less than 5 years
 to legal retiring age;

 
	
  

 	
  

 
	
  

 	
 (6) Other
 circumstances under the law and administrative regulations

 








          8.2
Termination of labor contract


                    8.21
The contract shall be terminated when the contract term has come to an end or
any condition under legal termination;


                    8.22
Under any of the circumstances below, Party A shall provide economic
compensation to Party B,


	
  

 	
  

 
	
  

 	
 (1) Besides
 the situation that when the contract term expires when Party A intends to
 renew the contract under the same terms or better terms and Party B refuses
 to renew the contract;

 
	
  

 	
  

 
	
  

 	
 (2) Party A
 files the bankruptcy;

 
	
  

 	
  

 
	
  

 	
 (3) Party A
 has been invalidated the business license, ordered to close, withdraw or
 Party A decides to dissolve ahead of schedule;

 
	
  

 	
  

 
	
  

 	
 (4) Other
 circumstances under law and administrative regulations;

 



                    8.23
Under the any of the circumstances described in 8.14, Party A shall renew the
contract with Party B to the expiration of corresponding circumstances while
the contract expires. Party A shall execute in accordance to the related labor
insurance regulation of country and province when the termination is due from
Party B’s labor hazards or injuries from work and is confirmed to lose partial
or entire labor capabilities;


          8.3
Party A shall rescind or terminate the labor contract at the same time provide
evidence on the termination or rancidness and complete the transfer of files
and social insurance for Party B.


          8.4
Party A terminates or rescinds the contracts in violation of regulations of “Labor
contracts” and if Party B requests to continuously act under the labor
contract, Party A shall do so; Party B does not request to continuously perform
terms of labor contract or the contract is no longer able to be performed,
Party A shall compensate Party B in double of standard economic compensation in
accordance to regulations; 


9
Confidentiality


Without any
material evidence indicating the information is public or prior written
approval by the other party, either parties hereto shall not disclose any
commercial information involved in or acquired from either party in the performance
of this contract. This confidentiality shall be continuously effective after
expiration of this contract. The one party shall be indemnified corresponding
loss caused by the other party’s violation of this term. 


10. Notice and
Delivery


Any and all
notices, documentation, instruments and materials delivered or given in the
performance of this contract by both parties shall be delivered or sent to
address described in this contract. If change address or telephone number, one
party shall notify the other party in written letter.


11. Dispute
Settlement


The Party B
shall attempt to bring up the issue to Party A or its work union for settlement
if Party B consider party A infracts or
infringes upon his/her legal right. If the dispute can not be resolved, the
Party B shall seek complaints for Party A’s local labor protection
administrative department.





Both Parties
shall attempt to negotiated to resolve any dispute in good faith between them
regarding this Agreement first. If the negotiation do not work, Party B shall
seek mediation for Party A’s local labor dispute mediation committee within
thirty business days as of the date of occurrence of dispute or apply
arbitration for labor dispute arbitration committee within sixty business day.


12. The terms
of this contract according with new rules and regulations shall be performed in
accordance to rules, regulation and decrees newly stipulated by municipal,
provincial and national governmental department.


13. Others


The Party B
shall voluntarily obey work arrangement by Party A in accordance to rules of
national overtime-work control.


The Party B
shall be in charge of, included but not limited, following daily matter:


	
  

 	
  

 
	
 1)

 	
 Wisegate
 International Limited

 
	
 2)

 	
 Clever Aim Development
 Limited 

 
	
 3)

 	
 MenQ
 International Limited 

 
	
 4)

 	
 MenQ
 Technology Limited

 



14. The
following document shall be deemed annex of this contract and the equal
effectiveness to this contract.


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